Memory
by kt139029
Summary: Memories are the worst kind of nightmares, for they are true tales of disdain and often things best left forgotten. SamxQuorra with hinted Zuse/CastorxQuorra.
1. Memory

_"Behold! The son of our maker!"_

Quorra opened her eyes slowly, taking in her surroundings. The only noise that was really there was the sound of the train near Sam's makeshift home, which she remembered was the first thing to absolutely terrify her when she tried to get comfortable in her new home. She had long since grown used to the noise at certain intervals during the night, but still hadn't quite figured out how to accurately turn her mind off to sufficiently recharge at the end of the day.

Memories played over and over for her; her life before The Purge, her friends and her mentor...Zuse. After The Purge, she vividly remembered Kevin Flynn rescuing her, and once Sam Flynn became a part of the equation, she remembered Zuse's face as he stared down at them in his club, laughing as Sam and Quorra were being cut down by Clu's men.

Every memory led back to him, and Quorra couldn't extinguish the feeling of definite confusion surrounding his actions. She would never forget looking up only to see him laughing at her...a cold and uncaring laugh, one that seemed so unlike the program she once knew. Shaking her head, she turned over to face a small window, Sam's bed suddenly uncomfortable. Sam was on the couch, having let her take the bed to be a gentleman, but Quorra silently wished he'd just opted to sleep in the same room as her.

Turning over didn't seem to help. Every time she closed her eyes something appeared there, like she was reliving every single moment of a lifetime she wanted to forget. Quorra was as inquisitive as they came, but when the sun fell in the sky and the moon replaced it, signifying the start of a new day-cycle, she was unable to care enough to be curious. She merely lost herself in her thoughts, and lost sleep while she was at it.

_"That's not quite correct, Quorra, my dear." A quiet, subtle laugh, as Zuse approached the ISO and took the identity disk from her. Since being assigned by Flynn to teach this ISO just how to live in The Grid, Zuse had made up a list of what the girl needed to know, and disk fighting was important. It almost ranked at the top of the list, but she was far more curious than any other program or ISO Zuse had met in the past, and he often had trouble keeping her in one place for too long._

_"What am I doing wrong?" Quorra asked, holding the disk in her hand carelessly, but relinquishing it to Zuse as he held out his hand._

_"You're holding it incorrectly, carelessly. If you were to get into a fight, you would be derezzed!" He found this funny for some reason, and began to give her tips and pointers on just how to handle a disk. However, halfway through his eloquent speech on the subject, he noticed Quorra not paying one lick of attention. Out the window of his club, End of Line, she was watching other ISOs and programs walk by, she was examining the life below, and he couldn't deny her the answers she would undoubtedly want soon. Walking up behind her, he replaced her disk, and looked out the window, standing next to her._

_"What shall we talk about today?"_

_"...Friendship."_

The train was passing again. A loud whistle brought Quorra out of her thoughts, and she sat up rather quickly, clutching the blankets that covered her slender frame. Sighing, she gathered herself and leaned back into the pillows she slept with, feeling the inevitable frown tug at her lips. The noise from the train would occupy her for the time being, but once it was gone, she knew she would fall into another memory. It was like being unable to control when you played back movies, and she had a million of them lying in wait.

Quorra hadn't really discussed her past in detail with Sam. He knew she was the last ISO, he knew she had some kind of connection with Zuse-or Castor, as the program had referred to himself before his supposed derezzing-and Sam also knew that for a time, Quorra was his father's confidante apprentice. Maybe there was a reason she hadn't told Sam any of this yet, there was that fear that lingered in her system that no matter who she trusted, they would turn on her, just like Zuse did. She held up the front well, pretending to be able to remove herself from the equation when necessary, but just like a user, she was unable to remove herself for long.

_"So, you can't have friendship without trust?"_

_"Exactly, darling. You see those programs walking in groups? It all started out that way, its very much similar to a User's way of making friends, I would imagine. Flynn explained that much to most of us." Zuse said, having started back over to his couch, sitting down with a drink. Quorra glanced back to him, then out the window again._

_"Do you trust me?" She asked, as if she honestly weren't sure. Zuse stopped the glass he was raising at his lips, giving the girl an odd look and pondering on the question._

_"Well, of course I do! Whatever would make you think I didn't?" He asked, laughing quietly and finally taking a sip of his bright blue drink, setting it on the table in front of him. Quorra laughed as well, a shorter one than his, but a laugh nonetheless._

_"I'm not sure. I trust you. You are my friend." She said, turning to look at him with a smile. Zuse's eyes had widened for a moment, unable to recall the last time someone told him he was their friend. It was an endearing feeling, and he couldn't help but smile back at the girl._

_"You are my friend as well, Quorra."_

The ISO felt sick to her stomach. Making a face, she scrunched down in the bed and glanced to the cracked door, hearing the soft snores of Sam sleeping from the living room. That was slightly comforting to her, it reminded her that she wasn't alone, but also made her wonder; what if Sam did the same thing Zuse ended up doing to her? Flynn's son would never harm her, right? She wanted to believe that, but her gut instinct told her that everyone shared at least one trait; selfishness. Everyone was selfish at one point or another, even she had done selfish things in the past. When it really came down to it, if Sam had to choose between Quorra and something important in his life...she wondered what he would choose.

_"Go, Quorra! Run!" Zuse yelled to her, looking to the programs in their orange light suits, executing the ISOs on the street. They had been out for the evening, on the way to the club when it began. Clu had taken over; this world was his now, or so he thought. ISOs fought as best they could, and Quorra had started to, before her mentor shoved her away and told her to run. She locked eyes with him one last time, but the pleading expression on his face told her she needed to go, and she needed to go now. Seeing the programs grab him and figuratively arrest him gave her the last push she needed, and Quorra ran as fast as she could through the streets of the city._

_Panic was becoming the only thing she was feeling as her breathing increased, taking sharp turn after sharp turn down dark alleyways and hoping for the best, but eventually, she ran straight into a dead end. Hearing footsteps at the end of the alleyway, she looked up to see a few of the guards brandishing their disks and light-swords._

_"You're a fast one," One commented with a laugh, and Quorra took out her disk, ready to defend herself. Throwing it, one of the programs caught the disk and tsked to her. "Your turn, **darling**."_

_Eyes wide, Quorra stared at them as they approached her, seeming to take their time, as if they enjoyed this holocaust of sorts. Finally, she closed her eyes, feeling the heat of one of their disks at her neck. This was the end, that was it..._

_But, then, a miracle..._

Throwing the blankets off her legs, Quorra quietly stood from the bed, having already wiped the few tears from her face that had kept her awake. She needed to talk to Sam, or at least needed to be in the same room with him. Seeing him asleep on the couch, Marv curled up behind his legs, she sat on the floor in front of him, wiping another tear away before placing a hand on his arm gently.

"Sam?" She whispered. He made a quiet noise of slight acknowledgment, but didn't open his eyes. "Sam, please.." Her voice was strained, and as soon as Sam realized that, he opened his eyes to meet Quorra's.

"Hey, you.." He murmured, coughing quietly and looking around the room. "What's...what's up? Are you okay?" He asked, reaching over to place a hand on her shoulder. Quorra raised one of her hands to place over his, and she shook her head, pulling his hand off her shoulder but keeping a hold on it, tugging him slightly.

"Come with me, please." She said, and Sam sat up almost immediately. He was concerned now, he hadn't seen Quorra act like this. Normally, she was in great spirits, wanting to get up early to do things and explore, and now what time was it? He squinted, looking at the digital clock across the room.

_3:53am._

Standing, he followed her as she led him back to his room. What was she doing? Did she not want to be alone?

"Quorra...what-"

She sat down on the bed and nodded to the other side of it, and obediently Sam sat down next to her. With no words or indication of what she was doing, Quorra laid down and rested her head against Sam's chest, curling up to him.

The son of Flynn raised a brow at the ISOs actions, but sensing she needed comfort, draped an arm around her protectively. "Tell me what's going on." He said softly, moving to be in a more comfortable position on the bed. Quorra didn't speak just yet, but sighed and opened her eyes.

"I don't want to sleep by myself. I think when I'm by myself. This is your bed anyway, and we are friends, right? So...I trust you." She said, closing her eyes again and waiting on his reply, as she focused on his breathing to perhaps calm her as well.

"Yeah, we're friends," Sam said, using his other hand to stroke her hair for a moment, but after thinking about it, stopped.

"You won't leave me, right? You won't...sell me out?"

"Quorra, where are you getting all this from? No, I won't leave you, I won't sell you out...I wish you'd tell me what's going on...seriously. Are you alright?"

"I am now."


	2. Jar of Hearts

_"I don't understand how or why he's doing this." Quorra said, pacing back and forth in the room that near the back of the safehouse Zuse kept for some of the ISOs. He watched her with his calm gaze, lifting a drink to his lips as the dear girl continued to walk back and forth, in a clear confusion and intolerance of what was going on. Crossing one leg over the other, her mentor sighed, swirling the drink he had in his cup, and looking over to her._

_"Well, 'how' would be sending his dimwit guards out to do the dirty work for him. 'Why' is quite intricate-"_

_"That's not the kind of answer I was looking for!" She nearly screeched, causing Zuse to choke for a moment, sputtering and trying to find words as his most beloved ISO snapped at him. He stared at her in silence for the longest time, before watching her go over to the window and gently move the curtain to glance outside. It was the first time he'd seen her do that. Setting his drink down, Zuse stood from the couch he was lounging on taking a step toward her._

_"Clu is derezzing them all. Everyone I knew!" She hissed, her voice weak, but determined in a strange sense. Zuse got the feeling she was going to try to do something, wanted to do something, but there was no way. It wouldn't matter, if she ran out there..._

_"I have to do something."_

_"Oh, no you don't!" He said, stumbling over the small table by the couch to block her path. "If you go out there, Quorra, darling, all they will do is derezz you as well. I may have taught you all you need to know, but you are no match for them." He said, shaking his head. "You need to calm down, sit with me, we'll...we'll figure something out."_

_"I can't just sit around while my people are dying, Zuse!" She yelled, trying to get past him, though he wouldn't allow it. Gripping her shoulders firmly, he shook her head, locking gazes with her._

_"No, Quorra. No. You have to sit with me, wait, bide our time. If we go running into all of this, we'll only both be killed as well. Don't you see? Don't you understand?" He asked, his words calm. Zuse always had a plan. Zuse was the savior, he was the one who would lead everyone to safety-at least, that's what the whispers were around the safehouses. The power he held in the Grid was enough to bring Clu down...but he didn't use it. He wondered if Quorra would ever question him on this. Feeling her muscles loosen, he let go of her shoulders, leading her over to the couch. _

_"That's it now, dear. Just sit." He said, walking around and sitting beside her, draping an arm around his friend's shoulders. Quorra lifted her feet to rest them on the small table in front of them, moreso pushing against it than anything. Zuse picked up his drink and offered it to her, but knowing there were stimulant substances in it, Quorra pushed it away, looking down. Zuse examined his drink for a moment, before setting it down as well, and rubbing her shoulder gently._

_"...they're all dying, Zuse. I hear their screams...why can't we do anything? They're all dying..."_

_How did he speak to her about this? Why couldn't they do anything? It was far more of a difficult subject than he'd anticipated. Sighing quietly, he rubbed her shoulder again, pulling her a bit closer to him, trying to comfort her. "I know, Quorra...I'm sorry."_

Quorra jolted awake, her eyes wide and alert. Sitting up in bed, she noticed that Sam was no longer beside her, and that light was filtering through the blinds in his room. Pulling the blankets up for comfort, she sighed, trying to calm herself. She hated waking from dreams like that, they were so vivid-that had been real at one point. It had been an occurence for the past week or so. Every night she remembered at least one thing from her past, either before or during The Purge. It would lead to her lack of recharge, and led to her begging Sam without words to sleep in the same bed as her the night before. She was surprised when Marv jumped up on the bed with her, panting and licking for attention. A small smile found its way onto her lips as she scratched behind his ears.

"Good morning, Marv." She said quietly, rubbing the dogs head and scrunching her face up at it, giggling when he licked her nose.

"I see sleeping beauty has decided to rise from her slumber," Came a voice from the doorway. Looking up to see Sam, Quorra smiled again, nodding slowly.

"Yes, I hope I didn't sleep too late, I didn't mean-"

"No worries, Quorra. You needed the rest. You haven't been getting it. Its about noon, but that's not late for me, so." He was dressed in his boxers and an old t-shirt, obviously having not gotten up too long before her. "Was wonderin' if you wanted to go out on the Ducati today. Grab some lunch, walk around, hang out. See the town some more?" He asked. Quorra's answer was very hesitant, and it made Sam linger in the doorway for a moment. Just what had been going through her mind lately? Why was so she out of it? She really had him worried.

"..yeah, sure. Just let me get dressed and then we can go whenever you are ready, Sam." She said with a smile, picking Marv up and placing him on the floor, watching as he ran out beside Sam, nearly running into his owner's leg.

"Damn, rude. Alright, you. Take your time." He said, shutting the door and then pausing again. Quorra's actions as of late had really been troubling him. She would wake up from dreams with tears in her eyes, shaking, he heard her whispering to herself the other night, and as they'd slept together the night before, he swore he felt her trembling more than once. What was going on? His own thought process was interupted by Marv running up to him with a tug-of-war dog toy, and he smiled softly.

"Alright, man. Let's play."

Quorra had swung her legs over the side of the bed, examining the pale flesh that she didn't often show off in the Grid. She wiggled her toes, running her fingertips over her skin and sighing. This was all new to her. The town, the people, the lights, the noises, the sun, years and cycles combined...but she was learning. Choosing a navy blue shirt, her leather jacket and jeans for the day, she exited the room and entered the living room where Sam was planted on the floor, playing with Marv. Smiling gently, she sat down on the couch, and when Sam noticed her, he smiled as well.

"Guess its my turn to get ready." He said, standing and leaning over to kiss her on the cheek, lingering there for a moment. "Are you alright, Quorra?" His question made her tense up a bit, but she looked over to him with as sincere a smile as she could muster.

"I'm fine! Go get ready. I want to go shopping again!" She said, giving him a playful shove. Sam rubbed his shoulder where she pushed him, smirking.

"Gonna run up all my credit cards, aren't you...I'm going!"

_She was by the window again. At the rate she was going, she'd get them all caught. Zuse walked up behind Quorra, placing one hand on her back and the other on the drapes, pulling them shut. "You can't constantly be watching, love. They'll see you. We'll be caught." He got no answer from her, no signal she'd even heard him. Zuse frowned. The usually inquisitive and happy ISO at the window of the safehouse was losing everything she'd once loved, and though he couldn't quite relate, the expression on her face when she turned to look at him said it all. He felt his breath hitch in his throat, he wasn't dealing with this , again, how did he deal with this? He was supposed to have all the answers...and now, he didn't. _

_"Dance with me," He said, spinning her around and taking her hands, moving into a waltz position. Quorra's eyes widened as he pulled her closer, having not expected such a feat from him. "Come on, my dear. I'm very good at this. It will make you feel better, I promise." He said, gently spinning her again before pulling her back into his arms. _

_"You never taught me how to dance." She said, a little plainly, but moreso in shock of what her mentor was doing. Zuse smiled softly, kissing her forehead gently. _

_"Better late than never." _

_He hadn't been lying. He was very good at this, as they swept gracefully across the floor of the room in the safehouse that they spent most of their time in. Every move was comforting, and soon enough, Quorra had her head rested on Zuse's shoulder, and he was gently swaying her from side to side, a simple gesture to show he cared, that he wanted her to be calm, to be at least comfortable, despite everything going on._

_"Feeling better, darling?" He asked quietly, but Quorra didn't answer right away. She sighed, closing her eyes as they swayed, bringing up her own subject._

_"Make me a promise, Zuse?" She asked, and he paused for a moment, before realizing he did, and continued to move, pushing out and spinning her one last time before bringing her back against him. _

_"Anything for you, my dear Quorra."_

_"Promise me you'll never leave me." Throughout everything going on, Quorra knew one thing: she had her best friend. Zuse was just that. The one person who was always there for her, had always been there. He taught her almost everything she knew, and had never left her side when a problem arose. However, the hesitance to answer troubled Zuse. Quorra didn't notice, too caught up in the comfort of the dance, but Zuse was internally struggling. How could he promise her this? Normally, he had no problem making promises to her, as they were petty little things, but this was a rather large request._

_"...I...I promise. No matter what happens, I'll always find a way to you again. You can hold me to that."_

"You ready to go?"

Quorra looked up from the Jules Verne book she'd been pretending to read. Her mind had been far too preoccupied to even understand the words on the page, but as Sam spoke, she managed another smile and nodded. "Can I drive?"

It proved to be the worst question Sam could have said yes to. As they left the warehouse, Quorra sped up, causing him to grip her tightly, eyes wide and knowing he regretted letting his ISO do this. "Quorra! There are speed limits!" He shouted over the bike, his voice holding more fear than anything else. Laughing a bit, Quorra noted the first sign she saw, slowing down to the speed and making sure it matched the speedometer on the bike. However, she took an unexpected turn into an older part of town. When Sam realized where they were going, he tensed up. What was she doing?

Soon as she parked the bike outside Flynn's Arcade, Sam took off his helmet and walked up behind her on the sidewalk. "What are you doing?" He asked, placing a hand on her arm. Quorra sighed.

"I never got a good look at it. I rushed out before your friend saw me before, and we never came back. I wanted to see the games..where I came from." She said. "Do you have a ke-" But, much to both their surprises, a key wasn't needed. The door was ajar.

Stepping in front of Quorra, Sam spoke. "Maybe the contractors I hired to help fix up the place are here.." He said. "Alan must've given them a key." He walked slowly, stepping inside the old arcade, Quorra on his tail, gripping the back of his shirt. "Hello?" Sam called. "Anyone in here?"

No answer.

He reached behind them to flip on the games, and as soon as the games roared to life and the jukebox started playing, a yelp and a crash was heard from around the corner. Giving Quorra a soft shove backward, as if to tell her to leave, Sam ran toward it, and Quorra disobeyed her host by following behind him.

In the back corner of the arcade sat a figure amongst a pile of plastic. It didn't take two seconds for it to register in Quorra's mind who it was. The glimpse of the white hair and coat was all it took, and she swore she felt herself lose color in her face.

"H-hello...Samuel..._Quorra_."

"You..."

"Don't you remember my promise, my darling ISO?"

_I promise. No matter what happens, I'll always find a way to you again. You can hold me to that._


	3. Kiss With A Fist

"That's complete bullshit. The portal closed when we left! When Dad..." Sam trailed off, seeming to not want to talk about what had happened, and within reason. Quorra reached over and placed a hand on his shoulder, looking to Castor, who was untangling himself from the plastic covers he'd fallen into. His blue eyes scanned the two of them, knowing just how unwelcome he may be in that moment. There was almost a twinge of sadness behind them, almost as if he knew what he'd done wrong. He was here to make amends..and to start over.

"That's actually quite incorrect," Castor said, brushing himself off and looking down to the plastic covers again. They had been covered in dust, and now he was. Sighing, he looked back over to Sam and Quorra. "Its permanently open now. Something went wrong. I didn't question it. I merely...took advantage." He said, sweeping his arm out as if to gesture to something. Quorra raised a brow, watching him. Her lips had yet to curve into a smile, her mind had yet to become unjumbled. So he explained how he got there, that was fine and dandy. What wasn't alright was the fact he was there in general.

Sam felt Quorra tense up, and he looked over to her with concern. All she had to do was give him the word, and he would take Castor out in one good punch, but she wasn't saying anything. She stared at Castor, and he stared back. Taking a step forward, he went to take one of her hands, but she jerked them backward. Making a face, he cleared his throat and placed both of his hands on the cane he still had.

"I promised you that no matter what I would find you." He said, wondering if she remembered. Quorra nodded coldly, giving him his answer. Castor looked around nervously. "Quorra, dear..."

"Please don't call me 'dear'. Or 'darling', or anything you used to call me." She said, taking a step back, and allowing Sam to stand more in front of her. Of course, she could handle the situation on her own, but Sam wouldn't leave her there alone.

"What has changed so drastically? We hardly saw each other after the Purge. The only hint I got that you were okay is when Flynn informed me through messenger, and then-"

"Seeing me in the club, the night you tried to kill Sam." Quorra said quickly, cutting Castor off mid-sentence. He bit his lip. He was losing his own game. If he'd had an explanation for the evening, he'd have given it to her, but he didn't.

"_I_ didn't try to kill anyone, dar-Quorra." He said simply, knowing that was at least the truth. The only part he'd played in the massacre was the few moments he used his cane as a gun, randomly shooting out into the crowd. That was out of boredom, not complete intent to kill. He wanted to be a part of the party.

"You didn't help us, either. You laughed, you watched as the sentries were cutting us down!" She yelled, and when she raised her voice, Castor retreated backward a bit. She'd only yelled at him once before, and he remembered it vividly. Whether she knew it or not, she wasn't the only one that had been plagued with memories.

Unfortunate as it was, Castor had no retort for her outburst. Sam, however, had gently taken her hand, as if to calm her down.

_Like I used to._ Castor thought to himself, his expression falling. This was a bad idea. Seeing the portal open should have told him one thing; he should have focused on learning what happened and tried to close it. Some idiot would sooner or later try to exit into the User world...too bad the first idiot was him, and now he didn't even know how to get back in. Feeling foolish, he scrambled to find words, anything he could say that would make things at least decent between Quorra and himself.

"...I'm sorry."

"You really think an apology is going to do much good?" Sam spoke for Quorra, his voice harsh, his eyes narrowed. "I remember just as well what happened that night. Hell, if I were her, I'd never forgive you."

**_If I were her, I'd never forgive you._**

_There were so many things going on in the Grid, and Quorra was overly eager to experience them. Her curious and cute nature was endearing to Zuse as he followed her around town, showing her the important places, the places to be on party nights, and places she should avoid. He pointed out certain people and certain things, and had to grab the ISO's arm before she tried to hop onto a lightcycle passing them._

_Laughing, he held onto her arm gently. "Quorra! In time...calm down! I'll be sure to somehow get you a ride on a lightcycle." The two had been aquainted for almost a cycle now, and Zuse quite enjoyed his life with this inquisitive ISO. Questions were never far from her lips and he didn't mind answering them, as long as she listened. She did have a habit of getting caught up in something else when he was speaking, but at the end of the night, he couldn't say it annoyed him too terribly much._

_"You said that the last time we passed one." She noted with a grin, walking next to him, as he had his hand rested against her arm now, leading her rather than letting her walk on her own. _

_"Did I? Oh, dear...well. Maybe my memory chip isn't what it used to be." He joked, causing the dark-haired ISO to laugh quietly, which, in turn, emitted a laugh from him. He wouldn't mind spending another cycle like this, no, not at all. The two spent a lot of time together, and as he taught her everything he knew, he hoped that one day his knowledge would come in handy for her._

_Honestly, her company was what he valued more than anything. He was so tired of people coming to him just because of who he was, of what kind of say he had. Zuse, do this! Zuse, do that! Quorra was different. She was with him by choice now, keeping him company, making him laugh, and most of all, making the program happy. He smiled over to her as Quorra was busy examining something in a store window._

_She was oblivious as to how much she meant to him._

"I...have no explanation for that evening. No excuse, no ramble to throw at you two, and if I've wasted your time, I must say I am terribly sorry."

Quorra's tensed muscles loosened a bit, and Sam felt it underneath his hand. He stayed quiet as Quorra stepped forward now, in front of him. Maybe this truly was her battle, he only hoped she knew what she was doing. The inquisitive ISO he had begun to fall for often didn't think things through, but he couldn't say he doubted her judgment with the program in front of them.

"I should attempt to find my way back into the Grid. I merely wanted to keep my promise to you, Quorra."

She stepped closer, her way of telling him she was listening, he had her attention. Castor did notice this, and inwardly, he smirked. Playing up the pity card would get you anywhere in life, but...he didn't want the pity. He truly wanted her forgiveness. Sam, he could have cared less about, but Quorra? Quorra had been his _world _at one point. She had been the one thing he strived to protect and the one thing he regretted losing the most. How did he put that into words?

He didn't, that was how.

"No." Quorra said, shaking her head lightly. "Don't go back."

Now Sam was into the conversation. He opened his mouth to speak, but decided on shutting it before he said something stupid or rude. He didn't exactly want Castor coming back with them, but he saw it going that way. Quorra would offer, Castor would accept and beam happily. Sam would end up taking a cab back to the warehouse while Quorra drove Castor back on the Ducati.

...well, maybe not that last part. Not his fucking Ducati.

"I don't think I can forgive you right now." Quorra said, looking to Castor in all seriousness. He stared straight back at her, hearing her words slice through the air and cut into him. They hurt-and he wished they didn't. "I can try to work myself up to it, but for now...I can't tell you that what you did was okay, and its in the past."

"It wasn't okay-"

"I know it wasn't. I'm glad you do too, but that doesn't mean that I can accept your apology when you spring back up into my life out of no where...my new life, with Sam." Quorra said, reaching down and taking Sam's hand. Sam subsequently smiled for a moment, looking down at their hands, then hardened his expression to meet the needs of the situation. "But...you can prove it to me. I'd rather you prove you're sorry than just say it."

Oh, here it comes. Sam knew that she was about to invite Castor to stay, and he braced himself.

"You...could stay with Sam and I for now. Just for now."

"I won't be intruding?"

Quorra and Castor both looked to Sam, who painfully looked to both of them. The expression on Quorra's face broke him, and he let out a long sigh, slumping his shoulders just a bit. "Fine, but I'm taking a cab back to the warehouse with Zuse-man here. I wanna have a talk with him."

Castor nearly gulped, but offered a thankful smile to the two. "I highly appreciate this. It will be wonderful!" He exclaimed, though his voice was a little nervous-he halfway knew what Sam wanted to tell him.

"Please don't prove me wrong..." Quorra said as the three exited the arcade, Sam locking the door behind them, and Quorra flagging a cab. Castor looked to Quorra while Sam was locking the door, walking up to her and gently tapping her shoulder.

She turned to face him, her expression nearly blank. The ISO was lost in her own thoughts again. He knew that face all too well.

"Thank you. I missed you, Quorra. I truly did."

Before Quorra could reply, Sam walked up, grabbing Castor's arm and nudging him toward the cab. Tossing Quorra the keys to the bike. "Don't wreck her, eh?"

Quorra caught the keys, nodding slowly. She wouldn't wreck Sam's Ducati, no, but she did need time to think. Did she drive around for a while before going back? Slinging one slender leg over the bike, she started it up, and waited for the cab to pull away from the curb.

_...I missed you, too._


	4. Fever

The air in the back of the cab was ridiculously full of tension. Sam had made it a point to wait a good bit before even thinking of speaking to the program seated next to him. Castor twiddled his thumbs, staring down at his pale hands in silence and trying to think up something he could possibly say to Sam Flynn.

"I promise I'm-"

"I don't really give a damn about your promises." Sam muttered. "What I give a damn about is Quorra's safety, and I'm not sure she's safe with you here, fuckin' backstabber." he spat, causing Castor to make a hurt face and look away. There really was no denying what he'd done to them. He also really had no plausible excuse, other than _I was just trying to save myself_.

Users, had he failed at that. Clu tried to derezz Castor and Gem immediately after getting the creator's disc, and though they narrowly escaped, Castor suffered a minor injury just as Gem endured one as well. He had to wonder where Gem was, really, but at the same time he didn't care. His plan had run out-he only planned to find Quorra and offer profuse apologies in hopes of the ISO he onced loved dearly forgiving him. It hadn't quite gone the way he planned, and when things were out of his hands, the once-mentor grew nervous as a cat.

"I'm not here to hurt her. That is the last thing I want to do.."

Sam said nothing, and as Castor turned his gaze back to the window, his expression fell into a scowl.

_**Honestly. If you only knew...**_

_Zuse had asked Quorra to come to his club with him that evening. End of Line was one of the last ISO savehavens around, and was becoming increasingly popular among programs as well. Not that Zuse wanted to brag, but the programming to do so was in his system, and by having Quorra on his arm that night, he'd feel even more superior. Smiling to himself, he looked at the door of the flat he lived in near the club, hearing a quiet knock. Quorra had gone out with one of the female programs he was acquainted with to purchase a bit of different circuitry clothing for the night. No doubt that was her now. Opening the door with a bright smile, his expression changed from happy to pleasantly surprised._

_Quorra was dressed from head to toe in the most stunning attire. The top layer of her outfit was a dress-type circuitry, white, with blue lighting. The skirt bit poofed out just a bit, but not ridiculously so, only mildly, so that she looked amazing. Underneath the dress were her normal black bottoms, but they fit so well with the outfit, he didn't even notice that she wouldn't ditch them. Catching himself staring, Zuse shook his head, sweeping an arm back to let her in._

_"You look absolutely lovely, Quorra." He managed, as she awkwardly entered. Quorra seemed almost uncomfortable in this new outfit, making a bit of a face._

_"I feel so out of place. Stupid. This isn't anything I'd normally wear. That woman was crazy." She said, crossing her arms, and shifting her weight. Zuse smiled, reaching out and uncrossing her arms, taking her hands._

_"Nonsense, my dear. You will outshine every other program and ISO there." He said, speaking truthfully. Quorra's eyes widened for a moment as he said so, and she smiled softly, his words making her feel almost instantly better. If she looked that good...well...maybe it was okay. _

Once back to Sam's makeshift home, Sam paid the cab driver and got out, Castor behind him. The place looked like a dump, but he didn't have the right to say anything, and knew that, so he kept his mouth shut. Sighing a bit, he looked over to the water, then up to the city nearby.

"This is where you live?" Castor asked, following Sam inside, past the Ducati, which showed Quorra had beaten them there.

"Yeah." Sam answered gruffly, spotting Quorra by the sink of his makeshift kitchen, standing over it in silence. Worrying for a moment, Sam walked over, placing a hand on her back. "You alright?" He asked, rubbing her back gently. Quorra didn't seem to respond, but did let out a sigh. While Castor was retreating from the barking Marv, she looked to Sam.

"I'll be fine," She said quietly, offering him a weak smile. "I'm just a little...is 'weirded out' the correct phrase?" She asked, and Sam raised a brow, waiting on her to continue. "I've been having dreams about Zu...I mean...Castor, for weeks now...and he shows up. I'm just not sure how to deal with it."

Sam was unaware of just how much past was between them, and he didn't understand why Quorra would even let Castor come back with them. He knew of the Mentor-Apprentice relationship that once was, but he still couldn't understand how she could look at him and welcome him into Sam's place after Castor had betrayed her (and Sam, not that Sam was the focus of this, but sometimes he wanted to be) in front of the creator and everyone.

"..you'll find a way, I'm sure."

"I'll have to."

Her cold answer made him inwardly cringe. This was definitely going to be interesting, if not annoying. Quorra was never cold to him, she was always so vivacious and lovely. Castor's presense really had her shaken up.

"What is this thing, this...this beast?"

Both of them looked over to see Castor stumbling away from Marv, who was barking at him. Sam smirked a bit.

"Your worst nightmare."

_The evening at the club had gone off without a hitch. ISOs and programs mingled with abandon, and Quorra and Zuse spent most of the evening wrapped up in conversation near the bar. Whenever Zuse introduced himself to the patrons, he introduced Quorra as well, bragging about how she had been his best student and was a bright young ISO. Quorra loved the attention, though wouldn't admit it. This lifestyle was crazy, but she almost didn't mind being dragged into it._

_As they entered Zuse's flat, after hours at the club, both were laughing about something discussed on the way up, rather tipsy from the drinks passed around that evening._

_"And...the way that woman looked at you when you introduced me!" Quorra laughed, running a hand through her hair as she entered the flat, turning to face Zuse, who was shutting the door. He chuckled as well, looking to her with a sparkle in his eyes._

_"Oh, yes, as if she were disappointed I already had someone on my arm for the evening! What can I say, I am a hit with __**everyone**__!" Normally this kind of talk would annoy Quorra, but this evening, she seemed to be flowing with it, just going with whatever felt natural._

_"I had a wondeful time." She admitted, leaning against the counter of his personal bar. "I never knew clubs were so much fun. The music, the dancing, the people, the drinks...thank you for taking me."_

_Zuse, who had been watching her carefully, nodded slowly, smiling gently. "Of course, love. Of course. I would rather no one else have been with me." _

_Quorra smiled, lowering her gaze to her boots, but lifting her focus when she caught sight of Zuse's hands coming to rest on either side of the counter beside her, and as she looked up, she met his eyes. _

_"Zuse...?"_

_"You really do look ravishing this evening, Quorra." He nearly whispered, his cheek now brushing against her's. "Absolutely astonishing." _

_Quorra had tensed up for a moment, but then sighed, the ISO calming herself and silently giving into this simple moment. It was closer than they normally were, but it was electrifying._

_"What are you doing?" She managed, however almost regretting it as she spoke. Zuse paused, his cheek still against hers, his eyes closed, her scent completely enrapturing him. He'd heard her words, but made no plans to move, to back away from his ISO._

_"..what I should have done long ago, my lovely." He murmured, pulling back just slightly to press his lips to hers. Quorra was taken aback for a moment, but the amount of strange spark behind the kiss caused her to quiver, as she went along with the game._

Once Marv had been taken care of, Castor was able to comfortably sit on the couch, not worried about the dog attacking him, though Sam claimed Marv wouldn't hesitate in doing so. Laughing awkwardly, Castor gripped his cane and looked over to Quorra, who was fiddling with a few books on a table near them. Sam had left the room for the time being, trying to get Marv to stay in the back bedroom.

"How are you liking the, uh...the User world, Quorra?" Castor asked, hoping she would at least grace him with a smile, a second glance, but the ISO in front of him did not.

"Better than the Grid...its like a fresh start with new, beautiful things." She said, finally glancing over her shoulder. The look in itself made Castor freeze up.

"That's wonderful," He choked out, still trying to gather himself from earlier. "Are you and Sam...?"

"Are we what?" She repeated, now turning to face him, her arms crossed. Castor tried to smile, but his lips wouldn't quite move into what he wanted his expression to show. He wasn't happy in that moment, he wasn't comfortable and he wasn't feeling welcome. Users, he had hurt her so badly...and he didn't mean to. It was self-preservation, it had been so long.

"Are we what, Castor?" She repeated, seeming to grow impatient as he lost himself in his thoughts.

_Quorra seemed to have swooped in at the right moment, landing gracefully and pushing two of the sentries back as her eyes scanned the area. Finally, they landed on Zuse, up in his perch, watching the entire scene unfold with a manic grin on his face. Upon seeing her, his grin fell, his expression changed._

_The ISO glared. The program regained his temporarily crazed senses._

_"HAHAHAHA!"_

"Castor!"

"Huh? Oh, yes...are you two...an item?" he asked, the last part barely squeaking out of his mouth. It was almost as if it were painful to ask her. Quorra stared at him for a long while, before shrugging and turning her back again.

"I'm not sure...we seem like it, but nothing has been made official."

_"Can you help me?"_

_"Of course! But first, as a man who prides himself on staying well informed, I must ask who sent you my way?"_

_"Her name's Quorra. Said she met you a long time ago."_

_"...Indeed she did. Many...cycles ago. It was a different time.."_


	5. Quick Author's Note!

_**Author's Notes:**_

Just a quick reminder, my description tells you all this is a SamxQuorra fic, meaning that in its entirety, they will be the _couple _in the end. The flashbacks are showing you Quorra and Castor's past, and the story as a whole is to bring to life Quorra's internal struggle during all of this. The more that happened, the more she has to deal with now that Castor has weaseled his way back into her life.

Just to clear that up, so no one is angry.

_However_, do remember. I'm not here writing just what people on want to read. I'm here to write what I want to write. I was told by someone very wise once, "If there is a story out there you want to read that doesn't exist, create it." This is my creation-I am merely borrowing the Disney characters from their respectful owners to bring it to life.

If you don't like it, please don't read it, or flame it. No one has flamed me yet, knock on wood, but I just wanted to let everyone have it in their minds that I do not tolerate that kind of immaturity, and it will be dealt with in a timely manner.

Thank you all, and for everyone who is really, truly enjoy this story-thank you so much for the encouragement and for reading it. I'm glad to have faithful readers.

Now, onto the second part of my note. Every chapter has a title that is also the title of a song. The song has to do, somewhat, someway, with the chapter. I leave it up to the readers to figure that out.

So, here's the list as of right now, and I'll add another later on.

1) "Memory" from the musical CATS  
2) "Jar of Hearts" by Christina Perri  
3) "Kiss With a Fist" by Florence and the Machine  
4) "Fever" by Adam Lambert/"Fever" by Beyonce (there were two point of views to cover here).

I'll also go on and give you the title of the fifth chapter, and the song it will go with.

5) "Just Tonight" The Pretty Reckless

I hope you all continue to read and enjoy this fic. I appreciate each and everyone one of you more than you know!


	6. Just Tonight

The sunrise was beautiful. Full of color and vivacity. Seeing it rise against the smooth backdrop of water always seemed to make Quorra feel at least a bit better about whatever was troubling her. The light as it flickered off the harbor reflected in her eyes, and she lowered her gaze as the planet in the sky became brighter, and she was unable to stare at it straight on any longer. Marv wasn't barking and hadn't followed her outside, which she was grateful for. This morning, Quorra wanted peace and quiet, and most of all, Quorra wanted to be alone. She had quietly removed herself from the bed she now 'officially' shared with Sam, and snuck past the partially snoring Castor on the couch, to find her way outside, sitting on the edge of the water, listening to the sounds of the city as everyone around her woke up and began their day.

What a new concept, day and night. All Quorra had ever known in the Grid was night. Clouds, storm clouds, electrical storms with patches of freezing rain that made almost no sense in the world. The puddles on the ground in the city were depressing; the whole atmosphere was a letdown when compared to this world. When Sam said there was no comparison to the sunrise, he wasn't joking.

Feeling its warmth on her cheeks, Quorra closed her eyes, taking in a deep breath of the air, and letting it out slowly. Things would work out and her mind would settle itself, she was sure. There were memories abound and problems afoot in the old shipping warehouse Sam lived in, but she would survive. She always did before, didn't she?

_She had chalked it up to being tired and tipsy. Perfectly valid excuses to spend a few mini-cycles making out with your mentor, hands roaming and pillow talk flowing like cheap alcohol. In the atmosphere of the next day though, Quorra felt more awkward than anything else. It was something that never should have happened, and as she drug herself out of her recharge cycle and out of the bedroom she stayed in within Zuse's flat, she had plans to take off for a while, to walk around and get her thoughts together. _

_Perhaps coming to the club with him was a bad idea. It seemed like a good one at the beginning, but Quorra literally couldn't stop thinking about what they almost ended up doing the night before. It was late, they were both tipsy, tired, well, drunk, whatever. Surely, he regretted it too, right?_

"_Quorra!" Lifting her head from staring at the doorknob of the main exit of the flat, she saw her mentor approaching her with a wide smile, dressed for the day as she was. "Good morning, love. Did you sleep well?"_

_He was either not bothered by it at all, or playing it off as if nothing happened. Quorra nodded, unable to find words at the moment, but offering Zuse a fake smile—about as fake as she could get. He studied her for a moment, before it clicked in his mind exactly what might be wrong._

_Of course, he'd woken up thinking about it as well. Was it too soon? It was a step off the side for sure, off the paved path, the one a program was expected to take…but it was better to play it off like it never happened, unless she brought something up, of course._

"_I," He cleared his throat, smiling a bit. "Thought that maybe today we could search for a lightcycle…" When Quorra smiled, finally, his widened. "I know you've been wanting to try one out, and I figured…well, it's as lovely outside as it will get, so why don't we go hunting?"_

"You okay?"

Quorra turned to see Sam exiting the warehouse behind her, looking tired still. He must have just woken up. How long had she been outside? Looking over to the sun, she determined she must have been sitting out there for close to thirty minutes. She smiled to Sam, patting the ground beside her, and he sat next to her.

"I'm fine. Are you okay? Did you sleep well enough last night?" She asked, and Sam laughed a bit, running a hand through his untidy hair.

"I can't say I got as much sleep as I wanted to, but, you know, taking it as it comes." He answered, reaching over to grasp one of the ISO's hands as he looked over to the sun for a moment as well. "You know, you're always watching the sunrise. When I told you about it, I didn't expect you to do this every morning."

"I don't do it every morning."

"Only mornings when you lie to me about being okay."

That caused an awkward silence between them, and Quorra looked away. Having Castor there was clearly some kind of problem, and as much as Sam would have loved to get rid of him, anytime he pried about it the night before, Quorra shrugged him off and explained it was better to have Castor there, than to let him figure the world out on his own, running rampant on the streets. Sam didn't quite agree (he figured the flamboyant bastard could get run over), but couldn't argue with Quorra much.

"He was waking up when I started to come outside. Doesn't know you're out here too, but I bet you'll be the first person he starts looking for." Sam said, sounding a little bitter. Quorra leaned against him, closing her eyes for a few moments, before sighing quietly.

"Yeah, he'll want to know where I am before he worries about you—"

"Oh, _wow_."

Sam and Quorra turned to see Castor standing behind them a ways, looking at the sun in the sky near them. He stared for the longest time, before walking forward and crossing his arms.

"Well, I'll be…is that a sunrise? I've heard about them, I've never seen one, of course…" He said, trailing off slightly. Quorra couldn't help but smile a bit. For once, the student was becoming the teacher.

"Yes, Castor. That's a sunrise, or, the ending of one. You really missed the beginning. You'll have to watch it set this evening." She said, and he gave a weak smile down to the ISO.

"I'll be sure to clear my schedule.." He said sarcastically, looking back to the warehouse. Sam then got up, pulling Quorra up with him, and kissing her forehead gently.

"If I leave you two here, will I come back to a pile of ashes and a homeless dog, or should you guys be okay?" He asked, looking between the two of them. The idea of leaving Castor with Quorra didn't thrill him, but Sam had an appointment with Alan at Encom. They had things to discuss.

Quorra nodded slightly, smiling, laughing a bit and still gripping Sam's hand. "Stop it. You'll come home to the place just as you left it, I promise."

"Of course! It's not like we're going to throw a party in honor of your leaving, Samuel." Castor said, getting a glare from Sam that extinguished the smile on his face.

After they all went back inside and Sam discussed a few things with Quorra, he mounted the Ducati and left, Quorra watching as he pulled off. There were so many things left unsaid between her and Castor, she was reluctant to be left behind with him. The past they shared was complicated, full of pain and betrayal…but full of just as many good memories. The story hung in the balance of good and bad, and Quorra never knew which to remember, the good, or the bad.

Castor thought very much the same way, though the only way Quorra had ever hurt him was by swooping in to save Sam. That, for him solidified the fact she would never think of him the same again, and though he acted as if it didn't bother him, that couldn't be farther from the truth. Sighing, he walked up behind Quorra and glanced off in the direction that Sam had driven.

"We…have a lot of things to get out, don't we?" He murmured, waiting on a response from the girl in front of him. When he got none, he wondered if she heard him, and stared at her back for the longest time before settling to put his arms around her waist, and pull her back to him, his lips resting in the crook of her neck.

Quorra stiffened immediately, and looked back. "What the hell are you doing?" She hissed, and Castor sighed a bit, closing his eyes.

"Tell me it isn't true. That…that maybe all of this is a dream. Sam's not really here, nor as we. We're back in the Grid…back before the Purge…and we're…okay."

Had he lost it? Wrenching out of his grasp, Quorra turned and faced him, her eyes wide and her expression almost disgusted. Castor's, however, was one of complete disappointment.

"What do you mean? This isn't a dream..we're not in the Grid, the Purge happened, and Sam is as real as Flynn was. Users, don't do this, Zuse…" Quorra managed, taking a few steps back, and then managing to move forward, walking past him with purpose. Castor turned on his heel, following behind the ISO closely, spewing words of apology and confusion.

"I didn't mean to…I wasn't trying to…I didn't set any of that up. It happened. I just let it happen. But Quorra, you! I hadn't seen you in cycles, my dear, cycles! You disappeared after the Purge, the only information I got of you was from the Creator himself, telling me you were okay. Can't you see? Don't you understand? This wasn't supposed to happen! This was not in the plan…"

"What plan?" Quorra rounded on him, poking him in the chest. Her eyes were narrowed and her expression was dangerous. "Did you have a plan, Zuse? Did you? Did you think that coming out of that world to find me would somehow…magically erase everything that's happened?"

Castor paused, staring down at her finger poking into his chest, then taking her hand with both of his, lowering it and moving it away from him. "I haven't been Zuse in cycles, Quorra. In fact, I'll never be him again.."

"Then how can you expect me to even think of you the same way?"

"_You have to help us," The ISOs were frantic, and as Quorra stayed behind Zuse, looking left and right for sentries, Zuse did what he did best, plotted, schemed, and planned to protect the ISOs begging for him to do so._

"_Shh, calm down. You'll just need to come with us—"_

_"Sentries, Zuse. We have to go, now." Quorra said, pushing him forward. Gently, Zuse reached out and gave the ISOs in front of him a little shove. "Take the first alleyway to your right, and quickly now!"_

_It was a daily occurrence. They ran, they saved over ISOs…and watched other ones derezz merely feet from them. It was by sheer luck and skill that they evaded the sentries, and had about six or seven other ISOs in hiding with them in an old building. Clu had lost his mind…this was genocide, murder, and Quorra was losing her focus. Everyday Zuse could see it, and everyday he worried. Once they were back with the new ISOs settled, he sat with her, catching his breath, staring at the floor beneath them._

"_Wouldn't it be something…to wake up from a recharge, and have all of this be…a faulty circuit in our programming?" He asked, trying to somehow lighten the mood, not sure if that was the way to do it or not. Quorra didn't answer for the longest time._

"…_it would be something. But, it won't happen. This is reality." She said quietly, looking over to him. The look on her face was enough to make him feel a painful tug, she worried, he knew she did. What if she was next? What if they both were?_

"_I'll protect you, you know." He said, and Quorra smiled just slightly._

"_I know, you'll do what you can."_

"_No. I swear on it. They won't get to you. If anyone makes it out…it will be you, Quorra, dearest. You'll be fine. I taught you well, and you learned on your own, too. You will live."_

"_Stop being optimistic." She scoffed._

"…_It's the only thing we have."_

If she remembered correctly, three minutes ago they were nearly screaming at each other. A screaming match between the two of them would be a lost cause, neither would win and neither would lose, it would end up they both argued to the point of frustration before storming off at exactly the same time. At least, that's how she imagined it happening. However, that's not how it ended.

Quorra couldn't remember how she ended up pressed against the wall, her arms flung around Castor's neck as his lips ran over her own neck, careful not to leave any sign that he had been there, now that Sam laid most of the claim to the ISO that had once been Castor's. There was a 50/50 feeling to this. Quorra partially thought she wanted it, but the other part of her wanted to walk away, tell him this was over and done with, they didn't do his anymore, it was just when they had nothing else…and now they had other things.

At least, she did.

Sam's face in her mind made her regain her control, and she lowered her hands to his shoulders, giving him a small push.

"No…" She managed, opening her eyes and looking at Castor, who looked confused and flustered. "Cycles ago, Castor, I may have thought I loved you…or cared about you. But, I can't. I really can't…"

"Sam." He murmured, taking the step back she wanted, glancing toward the end of the back hallway, not hearing anything, knowing they were still in the clear, if Sam were to come barreling back suddenly. "Do you…"

"I think I do. It's different with him."

_Quorra just remembered the unbelievable pain and the last image clear was Sam pushing sentries out of the way to get to her. The next image was waking up on the solar sailer, Sam above her and telling her to calm down, that they were on their way to the portal._

_Sam reminded her of someone she once knew, but at that point in time, Quorra couldn't place it. As she sat on the end of the sailer with him, she remembered thinking about how different Sam was…and how amazing it would be to enter his world._

"I'm sorry…"

"Not as sorry as I am, my dear…not nearly."


	7. Come Away With Me

If there was one thing Quorra couldn't fully understand, it was the fact she felt she was making up these regrets she felt. As if she were doing so to make herself feel better about a situation she never fully addressed, or knew how to deal with. It wasn't that the ISO wasn't capable of love, it was moreso the fact she didn't understand the concept, and even with Sam, it was a foreign word, one she hoped she wouldn't hear him say anytime soon. Perhaps the morning after she and…well…he was _Zuse_ then—had their intimate evening; she didn't feel real regret, but confusion. Maybe confusion was overpowering any other emotions she felt, dousing her mind in the possibility that she regretted any and all contact with the program she was seated on Sam's couch with.

Castor sat on one end of the couch, while Quorra sat uncomfortably on the other. The silence had gone on for quite a while now, after she profusely apologized for leading him on in the hallway. No, it wasn't okay that they kissed, and it wasn't going to work out in the present like it might have in the past, but she hadn't worded that just yet, she hadn't _found_ the right words to say it with. Castor seemed nervous, his eyes scanning the living room area a million times over before landing on Quorra, and when she finally met his gaze, he lowered his, like he was under the impression he'd done nothing but wrong for cycles now.

Maybe it was partially true, but not completely.

Quorra cleared her throat quietly, and she felt a shift on the couch as Castor jumped at the sound. That told her the silence needed to be broken, and it didn't matter who did it. As it looked, she would be the first to speak.

"You're not upset with me, are you?" She asked, unsure again of why she asked such a stupid question. Castor jumped to answer her, shaking his head and furrowing his brows, a pained expression making itself known.

"No, no!" He exclaimed, waving his hands as if in his defense; he'd always been an animated speaker. "I could never be upset with you, Quorra…things change. This isn't something I can rightly be…upset with you for." He trailed off near the end of his sentence, leaning back into the couch finally, as if he were just a bit more comfortable now that she'd said something, that words had been exchanged between the two. He couldn't _rightly_ be upset with her, but it could still hurt. He could still wish she would come away with him, and leave Samuel Flynn behind. He could always wish the Purge had never happened, that their relationship had developed and blossomed into something he never had with any other program…yes, he could wish all he wanted. However, wishing never brought one anything.

_Beautiful._

_Wait, what?_

"_No, no…I heard you. I quite understand. We're doing our best. We can just hope Clu's sentries don't find us here. So far, we have been safe." Zuse said to the group of ISOs he and Quorra had just recovered from the streets of Tron City. Giving all of them a reassuring smile, he told them where they could recharge for the time being, and showed them around the small safehouse. It wasn't much, but to these creations it was home, it was safe, and no one could get to them here. Once they were settled, Zuse walked back into the main room where Quorra was standing, talking with a younger looking ISO. She appeared to be comforting them, so Zuse stayed back for the time being, taking his cane and walking to the window, glancing out and feeling a wave of relief fall over him as he saw no other programs outside. The city, since Clu's reign began, had become somewhat of a ghost town. It was unnerving. Lost in his thoughts, he tensed when he felt Quorra take his hand and step up beside him._

"_Anything interesting?" She asked, looking out as well. Reaching over to close the curtain, Zuse shook his head, giving Quorra's hand a squeeze before heading over to the couch that was placed in the living area. They sat together, Quorra leaning against Zuse while he ran his fingers through her short, dark hair._

"_You are beautiful, my dear." He said softly, resting his chin against the top of her head. Opening her eyes, Quorra smiled a bit, unsure of what to say to him. There was still that twinge of confusion in the pit of her processors that something wasn't right, but she felt safe in his arms. Like no one could get to her, nothing could harm her, and the world almost melted away. It was a nice feeling, one she was unaware she wouldn't have for long._

"_I don't know what to say to that." Quorra gave a quiet laugh, and Zuse leaned forward just slightly, smiling to the ISO in his arms. _

"_Say nothing." He responded simply, before pressing his lips to hers in a gentle, meaningful kiss. _

The good memories had to count for something. Quorra had a hard time remembering when she didn't feel reluctant, but Castor didn't. The best memories for him were the ones that they spent together, enveloped in each other's arms or just talking. He would never bring them up to her. If she didn't remember, then it was for the best. Quorra was moving on, maybe it was time he did so, too…but how would he even go about doing so? There was no one in the Grid or the User world that would ever remind him of the gorgeous ISO next to him, and as he caught himself staring, the door opened to reveal Sam Flynn, driving his Ducati in to park it in its safe place.

"Anything interesting happen while I was gone?" The man asked, and Quorra felt some kind of rough tug in her stomach. Oh, yes, something interesting happened, but nothing Sam ever needed to know about.

"Not really. We just talked." She said, shrugging, giving Sam a small smile. Walking over to her, Sam took her hand and tugged her up gently, placing a hand at the small of her waist and then kissing her. It was something even Quorra wasn't expecting, and she knew that Castor wasn't, either, by the low gasp he gave. It wasn't something he wanted to see. He had enough trouble coming to terms with the fact he could no longer have Quorra for himself.

"Alan made us reservations at a restaurant tonight, "Sam started, smiling at the girl in his arms. However, on the other end of the couch, Castor felt something similar to anger growing in his chest. As Sam pressed his lips to Quorra's once more, and spoke to her of what she should wear, and how she should present herself that evening, Castor remembered doing the same for her cycles ago. "Old man seems to think we need a date night. What do you say?"

"I say yes.." Quorra said with a small laugh, not taking the time to think of how Castor felt. Sam, however, glanced down to the white-haired program, a look of smug success on his face. Was this all out of resentment for him? All Castor knew was that he was no longer welcome.

"You'll be fine here alone, right? I'll leave you some stuff to do." Sam said, gesturing to the books and television in the corner. "You won't be bored."

"No. Of course not. I'll be completely fine," Castor managed the fakest of smiles. "You two have fun…"

The absolute reluctance in his voice was completely missed by both Sam and Quorra, as Quorra rushed off to go through her clothes and Sam actually followed. With a loud sigh, Castor leaned back onto the couch. The way Quorra acted around Sam never mirrored the way she acted around him, when he was Zuse. Was it the curious factor playing into their relationship? The Son of Flynn, swooping in just in time to take her away from a world that had caused her so much grief, to give her something new. Would it wear off? Would she come running back to Castor with all the love she'd had before?

Or was he making all this up? Was he the one remembering incorrectly? Another deep sigh, it was as if the sighs were keeping him grounded at the moment. The deep breaths keeping him from throwing his cane across the room and yelling vulgarities at Sam that were sure to get him kicked out in an instant. However, Castor wasn't sure how much more he could endure of this…the way Quorra was so happy…without him.

* * *

"It was wonderful. I'll have to thank Alan myself." Quorra said, smiling to Sam as they entered the old warehouse that was his home. Sam smiled back to her, an arm wrapped around her waist as they walked inside. Seeing the room darkened, Sam snuck one more kiss before flipping on one of the lights, only to notice that there was no sign of Castor.

"Uh.." He looked around the room. "Castor?" He called. After a few moments with no answer, Quorra tore away from him and began to look through the entire place. Where had he gone? Why would he leave? Why would he do this to her when they were going to make amends? She'd thought about it—things were going to be okay. They could be friends! She would help him rebuild his life in this strange new world, but now, he was…

"Gone. I can't…he's not here."

"…as much as I hate to say this, c'mon, Quorra. We gotta find him." Sam said, grabbing his helmet again. "Damn it…"

* * *

The streets were windy and turny. Castor didn't know where he was at all. He had managed to somehow make it back to Flynn's Arcade, like a voice in his head leading him to where he belonged. Maybe, he could find a way back into the Grid. At least there he wouldn't really be a problem. Out here, however…he was just a burden to Quorra. It was obvious. She didn't want him there. She was perfectly fine with just Sam.

_Well. This is what rejection that matters feels like, I suppose._ He thought to himself as he fished out the key to the arcade that he had snatched off Sam's countertop. He'd leave it there; surely they'd eventually track him there. Sam would get his key back, he wasn't a complete asshole.

Once inside, the atmosphere was eerie. It was so dark and deafeningly quiet. Every footfall echoed and he could have sworn he heard the scurrying of rodents. Cringing, he made his way back toward the Tron game. He remembered walking out from behind that…

"Where you headed, stranger?"

He whipped his head around to see a female leaning against one of the games, further back into the arcade. Her eyes, bright blue, seemed to shine in the darkness, which was unnatural, he knew, for users. Pausing a moment, he regained himself.

"Just taking a look around. I could ask the same of you, madam." He retorted, watching the girl carefully as she came into view. Long legs, slender, curly dark brown hair. Where had he seen her before? She seemed ridiculously familiar, but he couldn't place his finger on it.

"I was headed out into the new world, just like we always talked about. Don't you remember? We fantasized about a life in Flynn's world. Running things our way, seeing the sights. Tell me again, where you headed, _Zuse_?"

_Noma._


	8. Wicked Ways

Quorra was upset enough over Castor's sudden disappearance that Sam was a bit distraught. He didn't like the idea of Quorra being so keen on keeping Castor close, not after what he tried to do to them, or, have done to them. It made him cringe slightly as Quorra called Castor's name one last time before climbing onto the Ducati behind Sam. There were so many things he wanted to say to her, but knew he couldn't. If he spoke his mind, she would be angry with him, and he knew it. His mind was telling him that this was for the best, and if the flamboyant bastard took off, then good riddance. Maybe he'd get derezzed by a car.

However, he didn't say anything. Especially not when Quorra clutched him rather tightly around his midsection, hiding her face in the hood of his jacket. Feeling her shiver against him only solidified how worried she was. He had to be on her side for now, they had to find Castor, and then he could bring up his concerns. Once things were calmed down, of course.

"Do you think we'll find him?" She nearly whispered. "Where do you think he's gone? Why did he leave, Sam?"

Sam didn't have a straight answer for any of those questions. He found himself clutching the handles of his Ducati rather tightly, before finding his voice and opting to be the strong man for Quorra.

"I don't know, Quorra…I just…we'll do our best."

_"The usual." The young-looking program said, sitting down at the bar and taking the drink from the bartender as he slid it down to her. The bright blue liquid in it didn't interest her as much as what was in the club, who was there. Swirling the drink in the glass in front of her, Noma kept her blue eyes focused on the glass counter, before hearing a familiar voice beside her._

"_Prying for information again, or are you just here to relax, my dear?"_

_Noma grinned dangerously, closing her eyes for a moment and letting a devilish chuckle escape her, before looking up to meet Castor's icy gaze. The program next to her was one of ridiculous interest to her. End of Line was where she spent her free time, and Castor didn't know her exact occupation within the Grid. "Perhaps I'm here to enjoy your company." She stated, offering him a small smile. Smiles were rare with Noma, it was far more often a smirk or a dangerous grin, and something about her drew Castor in—probably the danger. It was always the danger. _

_However, he knew better._

"_My company? Of course, everyone comes to enjoy __**my**__ company, Noma. I __**am**__ the nightlife, you do realize." He said with such confidence, it was almost sickening. Tapping his cane against the floor, the stairs to his private lounge began to descend. "Perhaps my company can be enjoyed somewhere a bit more private."_

_It became a routine._

"How did you get here?" Castor asked, having not stepped toward Noma just yet. The program he was standing near was dangerous as they came; sly, cunning, and willing to do whatever she had to in order to get what she wanted. He learned that the hard way, even if he did owe her his life at the moment. The betrayer was the betrayed when it came to Noma, and she could tell he was figuratively shaking in his boots.

"What's the matter? You should know how I got out. The portal is malfunctioning…I took advantage." She said, taking a step toward him, her distinct heel making a loud 'click' on the arcade floor. Castor found himself stepping back into a game, and his finger found the trigger on his cane. There were reasons for her to be a threat and reasons for her to be a welcome sight…none of them related back to his wonder years in the Grid. He wasn't Zuse when he'd known Noma, he was Castor, and he was an easily swayed fool. She'd swayed him plenty of times. In many ways.

"Well, I'm trying to get back in." He said, keeping up the front that he wasn't afraid of her, but body language did so much more for Noma than speech did. Before he had time to move away, she rushed up to him, now directly in front of him, her pale hands resting next to his on the game behind him, her body close enough to his that he found himself straining to get away.

"You used to like this."

"Used to." He retorted, going to move his cane up, before the female program knocked it away and nearly across the room. A quick gasp was given from Castor as he heard the cane clattered to the floor near the Tron game, and he looked back to catch Noma's frightening gaze.

"Why are you so afraid of me? What am I going to do to you?" Noma purred, leaning forward to rest her cheek against his. To her, it was a comforting feeling. However, he was resisting. He pulled his face away from her's, his eyes narrowed and his body rigid.

"You knew he was going to blow up my club, Noma." Castor stated, his voice shaking. "You knew every move he was going to make because you fed him information, you little spy." As if his words hurt, the brunette retracted her arms, taking a half step back and crossing her arms with a faux pout.

"_You_ wanted control of the city. That wasn't something Clu was just going to _give up_. I tried to warn you, did you listen?" Noma asked, her voice thick with bitterness. Castor seemed to fall silent, remembering her warning, it had been a warning, too, he just didn't see the signs.

"_I'd get out of the city, if I were you."_

_"Oh, my dear, whatever are you talking about? I've got a booming business, wonderful employees; you know full well I'm on my way to control of the city. What more could I ask for?"_

_"Life."  
_

Noma had warned him. He was just too blinded by power (and probably intoxication) to see or hear it.

"You were with him." He said simply, still against the game, but his body a bit more relaxed now. Noma, clever as she was, made her move to pick up his cane, and swung it in the fashion he so loved to do as well.

"I saved you. Hid you. Stuck my neck out for you." She said coldly, eyes moving from the cane back to Castor, as she lowered it onto the ground.

"But…you knew. You knew about Sam, and Flynn, and Quorra. You knew everything. You were waiting, did you—"

"Did I know that Flynn's disc, coupled with him reintegrating that bastard, Clu, would wedge open the portal and give us all a free ticket out? Did I do my part to make sure things went the way I wanted them to? Yes, I did." She said simply, nearly proudly, as she tossed the cane back over to Castor, who caught it sheepishly. "Did I play my part beautifully as the corrupted program I am?"

"…yes, you did."

_Quorra had honestly been Castor's first true love. He cared about that ISO more than anyone else he'd met in his lifetime, even now, feeling Noma against him, her lips roaming over his neck and surely leaving marks for others to discover later…he never felt as content as he had with Quorra. Noma was someone to keep him occupied, if there were feelings there then they weren't returned. He didn't truly care about her…and if he did, it was still less than Quorra._

_His train of thought was interrupted (who thought during foreplay anyway?) when the female program that had him backed into the corner of his lounge nipped at his neck. The action sent nearly an electric shock through his body, and when she nipped harder, her tongue pressing over the area, he was unable to hold in a groan that could have gotten both of them caught. His knees buckled, his hands tightened around her waist, and Noma gave a chuckle. She knew she had complete control over him for the time being, and control was important to her. She loved being two steps ahead in the game, and while Castor nearly favored the same thing, he was always behind with her._

"_What's on the schedule for tonight?" She whispered against his neck, feeling the club owner pull her hips against his._

"…_**users**__, Noma…whatever…whatever you want…"_

"_That's what I like to hear…"_

_"…mmmf…aah!"_

Once the Ducati pulled to a stop in front of the arcade, the first thing Sam noticed was the open door. That clearly meant someone who had a key was there…did Castor swipe the key? Quorra had jumped off the bike while it was still moving, and headed toward the door. Snatching off his helmet and carefully setting up the bike, Sam ran after her, grabbing her arm.

"He might not even be here." He said, holding her arm gently, and Quorra pulled back from him, looking up at Sam, her eyes wide.

"The door is open, Sam. He's smart enough to know he would have had to take your key, he has to be here…" She was so hopeful. She had always been hopeful. Sam prayed to the God he didn't believe in that Castor wasn't inside that arcade, but as soon as they walked in, he spotted the unmistakable white-clothed program…and another, a woman, in black and orange.

She wore a black leather jacket with dark jeans, a dark, blood-orangeish colored shirt on. Her brown hair was messy and scrunched up, and her dark makeup made her look mysterious. Sam watched her carefully, as Quorra started toward Castor.

"Why did you leave?" She exclaimed, looking to him with a hurt expression, while he stared back with one of worry and surprise. "I don't understand, I can't—"

"Yes, well, my dear, _I can't_ sit around and watch you make…kissy faces with The Son of Flynn over there." He said, nearly snapped. Was he gaining his confidence from the woman in the room? Now Sam was curious. Who was this woman? What the hell was going on?

"What?" Quorra gasped quietly, stopping where she was. Castor sneered, clutching his cane and waving it nonchalantly.

"Oh, yes. You know what I'm talking about, _Quorra_. He sweeps you off your feet and you're his forever. Of course! No credit to me, I only _saved your life_! However, that wasn't enough, was it? You lost interest in me cycles before the Purge, didn't you? Just like you'll lose interest in _him_."

"Castor, _please_—"

"I am so sick of giving and receiving excuses! You know, one can only make up a lie so many times before it loses its credibility, one can only deal with so much before one loses what sanity he has left!"

The yelling was making Sam nervous, but he noticed that the higher in tone Castor's voice got, the broader the smile on the female's face was. Clearing his throat, he reached forward to tug the stupefied Quorra back by her shoulder, and to move slightly in front of her.

"Who is that?" He asked, looking over to Noma, who smiled to him in the most wicked fashion she could muster. Before the female program could answer for herself, however, Castor had taken her arm, just as Sam had taken Quorra's.

"An old friend." Castor replied, moving with her to shove past Sam and Quorra. The minute he did shove past them, Quorra reached out to grab the back of his coat.

"What are you doing, Castor?" She asked, her voice was quiet, shaky, scared.

"Your kindness has been appreciated, but will no longer be necessary." He hissed, pulling away from her and walking out of the arcade with Noma, who gave the quietest of laughs, but it was one that sent a chill down Sam's spine.

Hearing Quorra choke out her mentor's name, Sam snapped back to reality and turned to her, placing a hand on her back. "Quorra…it'll be alright.."

A few moments of silence passed as Quorra regained herself, and though her voice was weak, she did manage one phrase.

"…why is that the lie I've become accustomed to hearing?"


	9. Haunted

_Her name was Quorra. She was young, naïve; pretty, but…strangely smart, as well. Within her inquisitive mind laid phrases and answers to questions Zuse wasn't even aware he didn't know the answer to. The Isomorphic Algorithms were a miracle breed, and he could still hear Flynn asking him to take Quorra under his wing. Sure, he knew a lot of things about this world. He held a decent amount of power, but was that why Flynn chose him? Had to be; the Creator would never bestow something so perfect upon him without a job needing to be done._

"_Quorra? That is your name, right?" He found words, even though for a while he thought he wouldn't be able to. The ISO looked up to him from where she sat, a barstool at the end of the bar at his club. It was closed, Flynn had brought her there. She stared at him for the longest time, seeming to take in every detail about him, before her lips curled into a beautiful smile and she nodded quickly._

"_Yes. That's my name." She said, still watching Zuse. "I don't think I know yours yet. Or, if you told me, I don't think I heard you." Zuse let a little chuckle escape him as he approached her, listening to Flynn and Tron as they mused about something in the main lobby of the club. He'd offered them drinks, and they'd heartily accepted, having a few minutes to kill before needing to do anything too terribly important._

"_I'm Zuse." He said, holding a hand out to Quorra for her to shake. The ISO simply stared at his hand, and Zuse suddenly realized that he had his work cut out for him. She didn't know what a handshake was? After a few moments of awkward silence, he cleared his throat, putting his hand down. He'd teach her the fine art of that later. "It's wonderful to meet you, Quorra. I'm going to be your mentor. Your…guardian of sorts."_

"_So you're going to protect me?" She asked with a bit of a laugh. Zuse couldn't tell if she was keen on the idea of it or not, so he raised a brow, waiting on her to speak again, and shortly after her laugh, she did. "I don't need protecting." She said, shrugging. "I can fight, I bet. How hard could it be?"_

_It was Zuse's turn to laugh. Flynn and Tron looked over to the two, as Zuse shook his head slightly, leaning over the bar and fixing himself a drink, deciding he needed it._

"_Oh, my dear…you have a __**lot**__ to learn."_

Listening to the rain had to be the most depressing thing ever. Quorra didn't understand why Sam said it was soothing, or how it would help her fall asleep. Even curled up in his arms with her forehead resting against his chest didn't help. Hearing him breathe and the constant beat of his heart didn't calm her like it normally did, and feeling the warmth of his body next to her's wasn't as welcome of a feeling that night as she wanted it to be. She laid there, her eyes half open, her mind fully running. She kept playing over and over in her head how Castor had just walked out with that strange woman. Who was she? Was she a program? How did he know her? He wasn't going to just run off with some user, that was obvious. It made no sense to her, and it almost hurt.

Trying to take her mind off the evening's events, Quorra tried to focus on Sam's breathing, the gentle rise and fall of his chest against her forehead, and knowing he was sleeping peacefully with her there…not worrying about where Castor had gone off to. Sam didn't care, not that Quorra expected him to, no. He wasn't the one who had the long history with the white-haired program; she was. Sam wasn't the one who had mostly forgiven Castor for what he tried to do while they were in the Grid; she had. Giving a quiet sigh, Quorra tried to close her eyes and listen to the rain again.

_**Drip, drip, drop, plop, plop, drip, drip…**_

_CRASH! BOOM! CLANG!_

"_What in User's name?" Castor nearly jumped out of his pixels, slipping on the drink he spilled in his hurry to turn around and see just what the hell was going on in his club when it was supposed to be closed. He didn't flail wildly and reach for his cane because he was paranoid, no. The Purge still fresh in his mind…it had only been a few cycles. He clearly wasn't paranoid anymore, he didn't worry that trouble would find him. No, never. He was merely concerned with who was in his club after hours, when it was normally only him._

_Eyes scanning the lounge, he finally saw what he wanted to see down below. A program, obviously. Female, short brown hair, wandering eyes, trying to pick up a few things she had knocked over. The question was why was she there? Best of all, did she know he was watching her? With a simple click of his cane against the floor, the stairs from the lounge descended and lit up, catching the program's eye. She paused, holding one of the glasses she'd knocked over._

"_I'm typically good with the pleasantries," He mused, reaching the bottom step and examining her silently. She didn't look scared, merely startled. He, however had looked like a program in the path of the lightcycle a few moments ago. Castor was silently glad he was able to compose himself so well and so quickly. Considering he knew how it felt to be that program. "But I must inquire as to why you're here after hours? And how you got in?"_

_The female program sat the glass down on the nearest table, and she seemed to be searching her processors for an answer. Castor waited patiently, knowing she would either try to bolt or eventually speak. Clearing her throat, the program ran a hand through her almost untidy hair, finally speaking._

"_I'm…Noma." She answered, though that wasn't the answer he wanted. Raising a brow again, he leaned on his cane slightly, letting out a bit of a scoff._

"_I'm afraid that's not what I asked you—"_

"_Someone told me you could help me."_

This world was nothing like Noma had imagined it. It was imperfect in every way, even down to the cracks in the pavement, where she sat by a fountain, in what users would call a park. Castor sat on the edge of the fountain, seemingly staring off into space, what he was thinking about was a lost cause to her. The rain was of no concern to them, though it was coming down hard, soaking them both. Neither seemed to really notice it. Noma, with her back against the fountain, made a bit of a growling noise, frustrated with just sitting there. Taking in the scenery wasn't part of her plan. However…getting revenge for Clu's reintegration wasn't part of her plan either. Come to think of it, she didn't really have a plan. She just ran into Castor and went from there. Their initial introduction in the Grid had been one decided, though he didn't know that until near the end of Clu's reign. Noma played up every angle with him until he found her out, and when he did, the player had become the played, the betrayer the betrayed, and every other variation of that phrase. He wasn't too happy with it, Noma knew, so she couldn't understand what possessed Castor to walk out of that arcade with her.

"Were you just jealous?" She finally asked, leaning her head back against the fountain to stare up at Castor, who had yet to look down at her. His normally slicked back hair, now sopping with rain water, was suffering from a few misplaced hairs, which hung freely in his face as he stared out into the park. Every so often, when a raindrop would directly strike his face, he would blink, but it was as if he didn't hear her. Furrowing he brows, Noma tapped his leg, which finally got him to look at her.

"What?" He finally answered, looking down to Noma on the wet ground. "We should get out of the inclement weather. It's beginning to get annoying." However, he didn't sound too convincing. Noma rolled her eyes, standing and now looking down at him, her arms crossed.

"Were you just jealous?" She repeated, cocking her hip to the side and watching him carefully. Castor looked up to her, and watched her as carefully as she was watching him. In retrospect, he almost wished he hadn't walked out of the arcade with her. Maybe if he'd stayed, he would have been back in the Grid by now, throwing some lavish party. However, he didn't know how to answer Noma's question. She wanted to know if he was just jealous, of Sam and Quorra, he figured, but he didn't know how to rightly answer her. He supposed the correct answer would have been 'yes', but there was more to it than that. Cycles of history and feelings, a few of them unrequited. Noma wouldn't understand that, though. She had no feelings, at least, to him it seemed like that. The program in front of him had always been out for her best interest, and it took him a long time to figure that out. It wasn't one of his better moments, when Noma was revealed as a spy for Clu. He didn't feel the disappointment he'd felt when he had to watch Quorra run off to safety during the Purge, no, but there was a level of it present, like he'd lost a friend. Someone he was beginning to trust.

"Yes."

"_I told you I was right. You owe me a drink." _

"_It's not like they aren't free to you anyway." _

"_If that makes you feel better," Noma shrugged, smiling from the other side of the bar at Castor, who was forced to mix the program her third drink of the night. They'd been taking bets on which programs would stumble out of the club last, and it seemed Noma had been right about the last three. Tapping his cane five times, the elevator locked and the lights of the club dimmed, the only sounds to be heard were the clinking of glass against glass as he made Noma another drink, which she took with a smile and downed._

"_What do you __**really**__ come here for, Noma?" Castor questioned, leaning back against the bar, watching her silently. The brunette's eyes widened for a moment, as if in a gesture to wonder if he really asked her that, and she laughed, setting the glass down on the bar. "I know it's not for the drinks. It can't be for the music or the company in general." _

"_No." Noma answered simply, giving a small shake of her head. The real reason she was there wouldn't be revealed for at least one hundred more cycles, but for now she could fake it. Couldn't she?_

"_Well then, out with it. I haven't got all night. You leave me in a curious daze, my dear, and I've no idea why—"_

_Before he could finish his sentence, he felt her lips against his. It was a surprise to him, something he hadn't expected at all, and his expression would have shown that, as well as the way he let go of his cane for it to clattered to the floor, now noticing that Noma's hands were both on the bar and she was leaning over to kiss him._

_Kiss him._

_How long had it been since someone had kissed him?_

_Was she drunk? She was drunk. She'd had three drinks._

_No, not drunk, maybe tipsy, but…_

_He still couldn't quite piece together how they'd ended up in the lounge that night. All night._

**BOOM! CRASH! CLANG!**

Quorra awoke with a start, which startled Sam awake, who sat up quickly as well, far more disoriented than Quorra.

"Huh? What?" He looked around the room, seeing it was still dark, and not knowing why Quorra had jumped up like she did. The ISO next to him was shivering, like she'd seen a ghost, or…he heard the rain, and sighing, pieced together what woke her up.

"Thunder, Quorra. That's just thunder. It's normal. Didn't you have it in the Grid?" He asked, placing a hand on her back, and gently rubbing it. Quorra nodded slowly, her eyes going back to normal size as she answered him.

"Yes, but never so loud. It didn't..shake anything. There was a clatter in the living room…" She said, looking to the cracked door, before seeing Marv sitting there whining.

"He probably knocked over his food bowl." Sam said, snapping his fingers and patting the bed. Marv jumped up on it with them, sitting on the edge of the bed and then lying down. Apparently, the dog needed company too. Quorra reached out to touch Marv gently, and the dog turned to lick her hand, causing her to smile softly.

Sam smiled as well. "It's…" He looked over to his alarm, noticing that it was off. "Huh?" Leaning over, seeing it was plugged in, he tried to turn on his makeshift lamp, realizing that was off, as well. "Apparently, we have no power." He muttered, finally grabbing his cell phone.

"It's only four in the morning. We can go back to bed." He said, gently tugging Quorra to lie down with him. She lay against his chest, sighing again.

"I'd just fallen asleep."

That said to Sam that she had been up thinking, and he knew exactly who she was thinking about. He made a bit of a face, before kissing her forehead gently.

"We'll figure everything out, alright? I…won't tell you it'll all be okay, but I will tell you I'll help you figure it out without trying to kill the asshole, alright?" Sam said quietly. Quorra could have gone without the cursing, but she knew Sam meant what he said.

"Alright."

_She had been there, in the background, where she apparently liked to stay. She was out of view, and Castor didn't notice her until she placed one of the time bombs on the wall of his club. The brunette hair, the cold stare. As soon as he saw her, she nodded to the window nearest him, her way of giving him what advice she could in a situation like this, before she headed off with Clu and his sentries._

_Gem didn't get the hint, but he did, and he was barely able to escape before the club was blown up. Once to safety and hidden, it was all he could think about._

_She was there. _

_Noma had been there._

_**Noma**__ worked for __**Clu all along**__._


	10. Quand Le Rideau Tombe

"_You're funny. You're here almost every night. I feel required to ask if you have any kind of life waiting for you out there." Castor mused, leaning on his cane and watching the brunette who was seated at the bar, the same place she sat every night. She stirred her drink with a devilish grin, shaking her head slightly and looking up to the program she might have called a friend. Might have._

"_I have a life." Noma mused, shrugging, picking up the glass with the nearly neon blue liquid in it, taking a sip, her eyes never leaving Castor. She wasn't sure if this made him uncomfortable or not, but he shifted slightly, twirling his cane in his nonchalant and flamboyant fashion, looking away from her and into the crowd._

"_Go make an appearance." She said simply, her voice almost cold, but amused at the same time. "You know I'll be here when they all trickle out."_

_He did, indeed, know this._

This world was indeed something Noma wasn't used to. After Castor answered her question, she moved to sit back down once a silence fell between them. Why were things different here? She'd lowered herself to sit next to him on the edge of the fountain, the rain only now starting to bother her. She'd never once felt a chill in the Grid, but it was as if coming into this world changed something within a program. Like they were a different kind of real now.

Castor had since given up on trying to get his hair to look decent, and let it fall as it would. Noma was leaning against him slightly, he felt her pressure on his arm, and he felt inclined to look beside him at the female program. She seemed to be undergoing some sort of change in personality. He distinctly remembered her being quite hostile back in the Grid, but maybe then thi…wait, what was he thinking? Of course things were different back then. Feeling her shiver, he looked over again.

"I told you we should get out of this inclement weather." He said simply, gently moving away from her and removing the coat he wore, putting it around Noma's shoulders. Sure, it was wet too, but it was an extra layer. He assumed it would help, and judging by the look she gave him, it did in some way.

"Well, where are we going to go?" She nearly snapped, sitting up and pulling his coat around her, trying to keep up the front she was so used to having. Standing, she rolled her eyes, running a hand through her soaking wet hair, even messier now than before. "I didn't even have a complete plan walking into this world; I didn't know what I was doing. I saw the portal open and I went for it, and here I am! In some…some…excuse for a park! In the middle of a storm!"

Her rant was bothering him. Her voice raised in pitch and her gestures were exaggerated, almost. Was she really that upset? He kept his seat on the edge of the fountain, watching Noma quietly as she continued.

"I don't even know where I am!" She exclaimed, looking around. "I thought it would be the best idea, to come to the User world and do what we'd planned to do, what Clu hyped us all up to think we could, but this place is ridiculously bigger than I'd ever imagined it to be. It seems neverending."

"Clu had no idea what he was talking about," Castor mused, waving a hand nonchalantly, not paying attention to Noma's pacing, and the way she was still shivering. "This world does seem neverending, but wasn't the Grid? We just knew our way around and went through the motions, my dear."

"You don't get it!" Noma nearly screeched. Castor froze, looking up at her in awe.

"Noma…"

"_Noma…" Castor groaned, his eyes closed as the female program trailed her fingertips lower and lower, from his chest, to his stomach, to his abdomen, every touch ignited a spark and an electric shock. It was strong enough to make him forget about his deep-set problems, at least for a little while. The soft way she took in a breath whenever he did something she liked, the way Noma preferred there to be no space between the two of them whatsoever when they were together in his lounge._

_Noma's eyes were fixed on Castor's face, enjoying the way she was in control of this situation. When the club closed for the evening (or if they couldn't wait) and they retired to his lounge, it was like she could make him do whatever she wanted. Control, control, control, it was one of the things she favored the most. Her fingertips had stopped at his abdomen, and his breathing had increased significantly, as had hers a long time ago. She moved her hand away from him, causing a disappointed growl, before she straddled him against the couch, her lips going back to his neck and once again leaving marks he'd have to explain away later._

_When she moved her hips against his to cause an unbearable friction, she didn't realize how much it would affect her as well. Both of them let out pleasured noises, and paused for a moment in their actions, one of his hands entangled in her messy hair, her lips resting on his neck. No…there wouldn't be any more waiting that night._

"You just don't get it…" She trailed off; starting toward where she thought was the trail that would lead to the exit of the park. At a loud crack of thunder, Castor jumped, but realized Noma had frozen where she was walking, and he took the opportunity to walk over to her and place a hand on her arm, turning her to face him.

He shook his head when she looked up at him, an amused expression on his face as he reached down and grabbed the coat he'd put on her with both hands, pulling it around her a bit more, and thus pulling her closer to him. "I get it completely." He said simply, looking down at her with a small smile. Noma, however, didn't find this to be an amusing situation, and she tried to pull from him. "Ah, ah." Castor chastised, shaking his head. "Stop it, listen to me. There's things we need to discuss, but first we need to get out of this rain, and you need to get a grip on your mental processes, am I correct?"

Why was he so calm? How could he be so calm? This world wasn't letting Noma have one moment of peace, the rain and the thunder all too much for her to take him, but she closed her eyes, stopped trying to get away from Castor, and crossed her arms underneath the coat. She wasn't in control of this situation, and it was driving her mad. She couldn't take it much longer; maybe that's why Castor had said she needed to get a hold on her mental processes. It made sense, but how was she going to do that? Clearly, the only place he had to go was Flynn's son's place, with Quorra, that damned ISO. How were they planning on getting out of the rain, going somewhere safe?

"I don't know if Quorra and Sam locked the arcade back. I don't remember them taking the keys from me…" Castor reached into the pocket of the coat he'd placed on Noma, and smiled, retrieving keys and taking a step back from the brunette. "A night in a dry environment and I'm sure we'll both be thinking far more clearly. Now come, my dear." He extended his arm to her, and Noma stared at him for a few moments. From utterly calm back to his normal, flamboyant, slightly gentlemanly self. She almost regretted never telling him the truth about herself until it was too late. Hesitantly, she took his arm, and Castor started back, with Noma in tow, to Flynn's Arcade.

* * *

The morning came with the promise of a better day than the night had been. Sam was the first awake, noticing his alarm was working again and the sun was filtering through the shades in his room. Quorra was still curled up to him, and he smiled slightly, not wanting to move just yet. If he did, she would wake up; she was such a light sleeper. He assumed it was from years of having to be just such, able to jump up at any moment if danger reared its head, and for a moment, he wondered what life had really been like for Quorra and his father. How long had they hidden in the outlands of the Grid? It was a sad thought; he didn't like to think they'd been trapped there. Maybe she had other stories she'd be willing to share with him eventually about that.

After a few moments, he felt Quorra stir. Just him waking up and moving slightly had woken her? He almost felt bad when the ISO in his arms opened her eyes and looked up to him, however, he didn't feel so bad when she smiled at him.

"Good morning." She said quietly, and Sam replied with the same, gently pushing a strand of her hair out of her face.

"I hope I wasn't the reason you woke up." He said with a chuckle, and Quorra shook her head lightly, moving slightly to sit up, stretching her arms into the air.

"Yes and no. I don't think I can sleep too long past you getting up." She said. "I have a habit of…needing to be awake at the same time as others." She smiled to him as he sat up, kissing her temple before standing and glancing out the window.

"It doesn't look like it's raining anymore. Do you want to grab some breakfast then help me look for the arcade keys?" He asked, glancing back to her. Quorra was standing as well, but bending over to look through a pile of clothes that were her's. Of course, Sam's eyes were drawn to the obvious, but he heard her reply easily enough.

"Sure."

However hesitant it may have sounded.

* * *

Castor was glad the couch was strange enough that they could both have a different portion of it. It was almost like the ones he had back at the club, that went all the way around the walls, but different at the same time, far more comfortable. He hadn't slept during the night, but Noma did. He watched her and thought about their situation as realistically as he could. Noma didn't know what she was doing in this world, and no matter how cool and collected she'd seemed in the Grid, he'd watched her lose it that night, and almost not accept his help. In truth, he couldn't let her go off into the city by herself. It would bother him for many cycles. She was as lost as he was when he first got there, and it seemed they were both lucky enough to at least find someone they knew.

When the sun started filtering through the blinds of Flynn's old office, he waited on Noma's reaction. It would have to be similar to the one he had when he first saw sun. Strangely, though, it didn't wake her right away. Finally opting to look away from the slumbering brunette, Castor leaned back on the arm of the couch, closing his eyes for a moment. He almost felt relaxed enough to get a few more hours of sleep—

Nope. She'd seen the sun. Noma was on the floor of the office and backing away from the window, pointing to it with narrowed eyes and a shaky hand.

"What? Why—who…wh—"

"Shh.." He couldn't help but laugh a bit, and again, Noma didn't find this funny. She couldn't understand for the life of her why she was so amusing to him.

"The sun. It's normal here; it's a light source for this world. It won't hurt you." He said, and Noma seemed to calm down a bit. She'd heard of the sun before. Never seen it, but heard stories. She took a deep breath, now against the wall on the floor again. She had a nice habit of that.

"It's bright."

_State the obvious, darling._

"Yes." Castor raised a brow. "I'm assuming you got some rest." He said, nodding to the couch. Noma nodded as well, standing and moving to sit back down on it, picking at her still wet clothes.

"I would really like to get rid of these." She said, and Castor nodded as well, picking at his clothes.

"No doubt. It would be a good idea. I'm…afraid we'll need to—"

"Probably find people who know what they're doing, first." Came a voice from the doorway. Castor and Noma looked up to see Sam Flynn standing there, Quorra not far behind him. She seemed relieved to see both of them sitting there, and moved past Sam to walk over to Castor, who held his hands up, as if in his defense.

"Before anyone says anything…this is Noma." He gestured to the brunette, who looked almost like a drowned rat the way her hair was now. "We knew each other after the Purge; she's a friend of mine." Quorra looked over to Noma questioningly, but then over to Sam, who shrugged.

"So why is she here?" He asked, not impressed by any of this banter. "And where are my keys?" Castor tossed Sam the keys to the arcade, and he caught them with ease, but was caught off guard by Noma's voice.

"I have a reason." She said simply, looking over to Sam. Sam locked eyes with her, his narrowing for a moment. He didn't trust her. There was something about her that was off…something he didn't like.

"_No illegal activity in the club, sir." Noma reported back to Clu every day, let him know that nothing strange was going on in Castor's club, especially since he had been one to help the ISOs. Clu was always pleased to hear this, but when her endeavors there became nightly, he began to question her motives._

"_Wonderful, Noma…why don't you stay here this evening, instead of going back out to the club? I don't want you to feel like you have to." He said kindly, faking a smile. Noma knew it was a fake. She didn't trust him, but she did make a living off what she did for this program. It kept her safe, and left her less to worry about._

"…_I think it would be smarter of me to return." She said simply, taking a step back and bumping into the sentries. Of course, they would be right behind her. Clu simply shrugged, if she wanted to go back she could, but he would have other eyes there._

"_Of course, Noma. You are my most lovely spy, you are aware? Please, keep me updated."_

_She couldn't get out of there fast enough, honestly. However, every time she was there for an extended period, she felt different than before. It was like Clu's influence changed programs. She always felt a bit more wicked than before, maybe a little more twisted…but was that so strange in this world now? It may have appeared to be the perfect system, but there were never so many flaws in the programs themselves._

_**Programs are disappearing. **_

"_Clu?" She called, turning to look to the door of his 'office'. He glanced out at her as well, a small smile on his face._

"_Yes, Noma?"_

_"I forgot to mention something…" She smiled devilishly, walking back into the room._

"Well?" Sam inquired, and Quorra listened as well. Castor waited as patiently as Quorra, who was now seated next to him, for Noma to say what she came for.

"…Clu…isn't gone. He knows about the portal."


End file.
